As filed with the Securities and Exchange Commission on September 28,
1995
REGISTRATION NO. 33 -
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under the
SECURITIES ACT OF 1933
BIOGEN, INC.
(Exact name of Registrant as specified in its charter)
Massachusetts 04-3002117
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization)Identification No.)
14 Cambridge Center
Cambridge, Massachusetts 02142
(617) 679-2000
(Address of Principal Executive Offices)
BIOGEN, INC. 1994 EUROPEAN EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Michael J. Astrue, Esq.
Vice President - General Counsel
Biogen, Inc.
14 Cambridge Center
Cambridge, Massachusetts 02142
(617) 679-2000
(Name, address, including zip code, and telephone number, including
area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities to Amount to be offering price aggregate Amount of
be registered registered(1) per share (2) offering registration
price (2) fee
Common Stock,
$.01 par value 29,769 $53.938 $1,605,680.32 $553.68
(1) The number of shares of common stock, par value $.01 per share
("Common Stock"), stated above consists of the aggregate number
of shares which may be sold upon the exercise of options which
may hereafter be granted under the Biogen, Inc. 1994 European
Employee Stock Purchase Plan (the "Plan"). The maximum number of
shares which may be sold upon the exercise of such options
granted under the Plan is subject to adjustment in accordance
with certain anti-dilution and other provisions of the Plan.
Accordingly, pursuant to Rule 416 under the Securities Act of
1933, as amended (the "Securities Act"), this Registration
Statement covers, in addition to the number of shares stated
above, an indeterminate number of shares which may be subject to
grant or otherwise issuable after the operation of any such
anti-dilution and other provisions.
(2) This calculation is made solely for the purpose of determining
the registration fee pursuant to the provisions of Rule 457(h)
under the Securities Act on the basis of the average of the high
and low sale prices per share of the Common Stock on the National
Market System of the National Association of Securities Dealers
Automated Quotation System (NASDAQ) as of a date (September 22,
1995) within 5 business days prior to filing this Registration
Statement.
EXPLANATORY NOTE
In accordance with the instructional Note to Part I of Form S-8
as promulgated by the Securities and Exchange Commission, the
information specified by Part I of Form S-8 has been omitted from this
Registration Statement on Form S-8 for offers of Common Stock pursuant
to the Plan.<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by the Registrant with the
Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995 and June 30, 1995.
(c) The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-B filed under the
Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.
All reports and other documents filed by the Registrant after the
date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 prior to the filing of a post-
effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the shares of Common Stock
registered under this Registration Statement has been passed upon for
the Company by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of
Boston, Massachusetts. Members of Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C. and certain members of their families and trusts for
their benefit own an aggregate of approximately 1,000 shares of Common
Stock of the Company and approximately one partnership interest in
Biogen Medical Products Limited Partnership.
Item 6. Indemnification of Directors and Officers.
Incorporated herein by reference from the Registrant's
Registration Statement on Form S-3, No. 33-43721.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(4.1) Form of Common Stock Certificate (Filed as Exhibit 4.1
to the Registrant's Registration Statement on Form S-3,
File No. 33-51639, and incorporated herein by
reference).
(4.2) Articles of Organization, as amended (Filed as Exhibit
3.1 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1989, File No. 0-12042, and
incorporated herein by reference).
(4.3) By-Laws, as amended (Filed as Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993, File No. 0-12042, and
incorporated herein by reference).
(4.4) Rights Agreement, dated as of May 8, 1989, between the
Registrant and The First National Bank of Boston, as
the Rights Agent, including Certificate of Designation
of Series A Junior Participating Preferred Stock (Filed
on May 26, 1989 as Exhibit 1 to the Registrant's
Registration Statement on Form 8-A, File No. 0-12042,
and incorporated herein by reference).
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. as to the legality of shares being registered.
(10.1) Biogen, Inc. 1994 European Employee Stock Purchase
Plan.
(15) Letter from Price Waterhouse LLP regarding unaudited interim
financial information.
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C. (included in opinion of counsel filed as
Exhibit 5).
(23.2) Consent of Price Waterhouse LLP.
(24) Power of Attorney to file future amendments (set forth on
the signature page of this Registration Statement.)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represents
a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-
8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Cambridge, Massachusetts on
September 22, 1995.
BIOGEN, INC.
/s/ James L. Vincent
By
James L. Vincent
Chairman and
Chief Executive Officer
Each person whose signature appears below constitutes and
appoints Michael J. Astrue and Timothy M. Kish, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution in each of them, for him and in his
name, place and stead, and in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 of Biogen, Inc. and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or
necessary to be done in or about the premises, as full to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them
or their or his substitute or substitutes may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ James L. Vincent Chairman of the Board, September 22,1995
James L. Vincent Chief Executive Officer
(principal executive officer) and
Director
/s/ Timothy M. Kish Vice President -
Timothy M. Kish Finance and September 22, 1995
Chief Financial Officer (principal
financial and accounting officer)
/s/ Alexander G. Bearn Director September 22, 1995
Alexander G. Bearn
/s/ Alan Belzer Director September 22, 1995
Alan Belzer
/s/ Harold W. Buirkle Director September 22, 1995
Harold W. Buirkle
/s/ Roger H. Morley Director September 22, 1995
Roger H. Morley
/s/ Kenneth Murray Director September 22, 1995
Kenneth Murray
/s/ Phillip A. Sharp Director September 22, 1995
Phillip A. Sharp
/s/ James W. Stevens Director September 22, 1995
James W. Stevens
/s/ James R. Tobin Director September 22, 1995
James R. Tobin
<PAGE>
BIOGEN, INC.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
Exhibit
Number Description
5 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C. as to the legality of shares being registered
10.1 Biogen, Inc. 1994 European Employee Stock Purchase Plan
15 Letter from Price Waterhouse LLP regarding unaudited interim
financial information
23.2 Consent of Price Waterhouse LLP
T3/568030.1
Exhibit 5
September 26, 1995
Biogen, Inc.
Fourteen Cambridge Center
Cambridge, Massachusetts 02142
Gentlemen:
We have acted as counsel to Biogen, Inc. a Massachusetts corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8 (the
"Registration Statement"), pursuant to which the Company is registering the
issuance under the Securities Act 1933, as amended, of a total of 29,769
shares (the "Shares") of its common stock, $.01 par value per share (the "Common
Stock"), for issuance by the Company. This opinion is being rendered in
connection with the filing of the Registration Statement. All capitalized terms
used herein and not otherwise defined shall have the respective meanings given
to them in the Registration Statement.
In connection with this opinion, we have examined the Company's Articles of
Organization and By-Laws, as amended both as currently in effect; such other
records of the corporate proceedings of the Company and certificates of the
Company's officers as we have deemed relevant; and the Registration Statement
and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such copies.
Based upon the foregoing, we are of the opinion that (i) the Shares have been
duly and validly authorized by the Company and (ii) the Shares, when issued
,have been or will have been duly and validly issued, fully paid and non-
assessable shares of the Common Stock.
Our opinion is limited to Massachusetts law, and we express no opinion with
respect to the laws of any other jurisdiction. No opinion is expressed herein
with respect to the qualification of the Shares under the securities or blue sky
laws of any state or any foreign jurisdiction.
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
EXHIBIT 10.1
BIOGEN, INC.
1994 EUROPEAN EMPLOYEE STOCK PURCHASE PLAN
I. Purpose And Definitions
A. Purpose of the Plan: The Plan is intended to encourage
ownership of Shares by employees of the Company and Affiliates, as
hereinafter defined, who reside in Europe and whose principal duties are
performed in Europe.
B. Definitions: Unless otherwise specified or unless the context
otherwise requires, the following terms, as used in this Employee Stock
Purchase Plan, shall have the following meanings:
1. "Affiliate" means a corporation which is a direct or indirect
fifty percent (50%) or more owned parent or subsidiary of the
Company.
2. "Board" means the Board of Directors of the Company.
3. "Code" means the United States Internal Revenue Code of 1986,
as amended.
4. "Committee" means the Board or any committee to which the Board
has delegated power to exercise the powers and responsibilities
assigned to the Board under and pursuant to the provisions of this
Plan.
5. "Company" means Biogen, Inc., a Massachusetts corporation.
6. "Compensation" means salary and wages, including overtime pay,
received by an Employee, but excluding bonus, incentive and similar
payments and all other forms of non-cash remuneration.
7. "Employee" means any individual (i) who performs services for
the Company or an Affiliate pursuant to an employment relationship,
other than those persons whose customary employment is 20 hours or
less per week, (ii) who resides in Europe, (iii) who is not subject
to the income tax laws of the United States, and (iv) whose
principal duties are performed in Europe.
8. "Enrollment Dates" are the earliest date participation is
permitted hereunder by the Committee when the Plan is first made
operative and each successive January 1 and July 1 thereafter.
9. "Fair Market Value"
(i) If the Shares are purchased by the Plan on a U.S.
securities exchange, the actual purchase price of such Shares
shall be such Shares' Fair Market Value.
(ii) In all other circumstances, including if the Shares are
purchased by the Plan from the Company, in determining such
Shares' Fair Market Value, if such Shares are then listed on
any U.S. securities exchange or the National Association of
Securities Dealers Automated Quotation System ("NASDAQ")
National Market System, the Fair Market Value of such Shares
shall be the average between the high and low sale prices, if
any, on the largest such exchange or on the NASDAQ National
Market System, as the case may be, on the applicable date or,
if none, on the most recent trade date thirty (30) days or
less prior to such date. If the Shares are not then listed on
any such exchange or on the NASDAQ National Market System, the
Fair Market Value of such Shares shall be the average of the
closing "Bid" and the closing "Ask" prices, if any, as
reported in NASDAQ for such date or, if none, on the most
recent trade date thirty (30) days or less prior to such date
for which such quotations are reported. If the Fair Market
Value cannot be determined under the preceding two sentences,
it shall be determined in good faith by the Committee.
10. "Option" means a right or option granted under the Plan.
11. "Participant" means an Employee who is enrolled in the Plan,
provided however that no Employee may be granted an Option under
this Plan if, immediately after the Option is granted, such
Employee owns stock possessing five percent (5%) or more of the
total combined voting power, (or in the case of non-voting stock,
value) of all classes of issued and outstanding stock of Biogen,
Inc. or it affiliate(s) (other than wholly owned subsidiaries of
Biogen, Inc.). For purposes of determining stock ownership the
rules of the Code applicable to employee stock purchase plans under
Code Section 423 (including attribution) shall control.
12. "Participant's Survivors" means a deceased Participant's legal
representatives and/or any person or persons who acquired the
Participant's rights to an Option by will or by the laws of descent
and distribution including where appropriate his/her estate.
13. "Plan" means this 1994 European Employee Stock Purchase Plan.
14. "Shares" means the Common Stock, $.01 par value, of the
Company, as to which Options have been or may be granted under the
Plan or any shares of capital stock into which the Shares are
changed or for which they are exchanged within the provisions of
Article VI of the Plan.
II. Shares Subject to the Plan
A. Subject to the terms of Article VIII, the maximum aggregate
number of Shares which may be optioned and purchased from time to time
prior to December 31, 2004 shall be Thirty Thousand (30,000) Shares.
If an Option ceases to be "outstanding", in whole or in part, the
Shares which were subject to such Option but not purchased shall be
available for the granting of other Options. An Option shall be treated
as "outstanding" until such Option is exercised in full, or terminates
or expires under the provisions of the Plan.
B. No options shall be granted after December 31, 2004.
III. Administration of the Plan
The Plan shall be administered by the Committee. Subject to the
provisions of the Plan, the Committee is authorized to interpret the
provisions of the Plan and each Option, and to make any rules and
determinations which it deems necessary or advisable for the
administration of the Plan.
IV. Eligibility for Participation
A. Option: Subject to the limits in Article II, on the January 1
Enrollment Date of each year in case of an Employee who is a Participant
on such January 1 Enrollment Date and on the July 1 Enrollment Date of
each year in the case of an Employee who is a Participant on such July
Enrollment Date, the Company will be deemed to have granted to each such
Participant an Option to purchase, during a six-month period commencing
on the Enrollment Date on which such Option is granted and in the manner
provided hereunder, such number of Shares as have an aggregate Employee
Share Price (as determined under Article V(A)) equal to the lesser of 5%
of such Participant's annual Compensation or $2,500 (i.e., the lesser of
10% of annual Compensation or $5,000 in the aggregate each year). If,
on any Enrollment Date, an insufficient number of Shares remains
available under the Plan to grant to each Participant an Option to
purchase such number of Shares, then the number of Shares subject to
each Option to be granted on such Enrollment Date shall be reduced
equally so that the aggregate number of Shares subject to all Options
granted on such Enrollment Date shall not exceed the number of Shares
then available under the Plan.
B. Employee Contributions: Each eligible Employee may, on an
Enrollment Application filed with his/her employer on or before an
Enrollment Date, elect to participate and make a contribution by check
payable in U.S. dollars to the Company, but not in an amount more than
the lesser of 5% of his/her annual Compensation or $2,500.
C. Application of Contributions:
1. The Company will remit to a bank, stock brokerage firm or
other custodian (the "Custodian") selected by the Company the
accumulated contributions of all electing Participants together
with employer contributions pursuant to Article IV(G), if any, as
soon as reasonably possible after such contributions are made.
Prior to such remittance, Participant contributions may be
commingled with other Company funds free of any obligation of the
Company to pay interest on such funds. The Custodian shall buy
from the Company or, if the Committee prior thereto approves, give
an order to the stock broker selected by the Company to purchase
(or if the Custodian shall be such stock broker, shall itself
purchase) in the open market, the total number of Shares
purchasable with the monies available from such remittance. The
date on which Shares are so acquired shall be referred to as the
"Share Purchase Date". The Committee shall instruct the Custodian
whether to purchase Shares from the Company or on the open market,
after giving due consideration to any applicable securities laws
and the advice of the chief financial officer of the Company. A
Participant shall be deemed to have exercised his/her Options on
the Share Purchase Date to the extent of such purchase unless prior
thereto the Participant shall have effectively withdrawn pursuant
to the terms hereof.
The Company may, in its sole and absolute discretion, refuse
to sell Shares to the Custodian under the Plan if to do so would be
violative of any commitment or restriction (whether legally binding
or otherwise) not to issue or sell its own shares, as from time to
time exists, and whether such commitment or restriction existed
prior to or subsequent to the adoption of the Plan or for any other
reason the Company deems appropriate. The refusal of the Company
to sell Shares to the Custodian under the Plan shall not adversely
affect the Plan's right and power to acquire such Shares from any
other source the Committee deems appropriate.
2. The certificates representing the Shares so purchased
shall be issued in the name of and delivered to the Custodian and
the account of each electing Participant shall be credited with the
number of Shares to which he/she shall be entitled on the basis of
his/her proportion of the aggregate remittance.
3. Any cash dividends paid on Shares shall automatically be
used to purchase additional shares of the Common Stock of the
Company, unless a Participant in writing instructs the Custodian to
the contrary. The purchases described in the preceding sentence,
whether purchased by the Custodian from the Company or in the open
market, shall be in addition to the number of Shares purchasable
pursuant to Article II(A) and Article IV(A) and shall not be of
Shares optioned under the Plan. Article IV(G) with respect to
employer's contribution shall be inapplicable with respect to
shares of the Common Stock of the Company acquired under this
Article IV(C)(3).
4. By enrolling in the Plan, each Participant is deemed to
have authorized the establishment of a brokerage account in his/her
name at a securities brokerage firm selected by or approved of by
the Committee.
D. Transfer of Certificates to Electing Participants: Upon
request by a Participant and receipt by the Custodian of written notice
to such effect from the Company, all or any portion of the Shares in
the Participant's account shall be transferred by the Custodian out of
its name into the name of the Participant and a certificate evidencing
them shall be issued in the name of and delivered to the Participant.
E. Shares Retained by the Custodian: Accumulations of Shares not
transferred to Participants under Article IV(D) shall be held by the
Custodian for the account of the Participant entitled thereto, but all
rights accruing to an owner of record of such Shares shall belong to and
be vested in the Participant for whose account it is being held,
including the right to receive any and all dividends payable in respect
of such Shares whether in cash, shares of the Company's Common Stock or
otherwise, and the right to receive all notices of shareholders'
meetings (which shall be forwarded to the Participant by the Custodian
without delay) and to direct the Custodian how to vote thereat to the
same extent as if such Shares were held in street name by a brokerage
firm or otherwise.
F. Withdrawal:
1. A Participant will be deemed to have withdrawn from the
Plan immediately upon the occurrence of any of the following:
a. The termination for any reason of the employment of the
Participant by the Company or an Affiliate, or a change in the
Participant's residence, tax status or duties such that he/she
no longer meets the definition of an Employee under Article
I(B)(7). A Participant's employment shall not be deemed
terminated by reason of a transfer to another employer which
is the Company or an Affiliate unless such transfer results in
a change in the Participant's residence, tax status or duties
such that he/she no longer meets the definition of an Employee
under Article I(B)(7). A Participant who has elected to
participate in the Plan who is absent from work with the
Company or an Affiliate because of temporary disability (any
disability other than a permanent and total disability) or who
is on leave of absence for any purpose authorized by his/her
employer shall not during the period of such absence be deemed
by virtue of such absence alone, to have terminated his/her
employment with the Company or an Affiliate, except as the
Committee may otherwise expressly provide or determine.
b. Death of the Participant.
c. The filing with or levying upon the Company or the
Custodian of any judgment, attachment, garnishment, or any
court order affecting either the Participant's earnings or
his/her account under the Plan.
d. Termination of the Plan prior to its expiration.
e. Expiration of the Plan.
2. Upon withdrawal from the Plan by a Participant, all Shares
in the account of the Participant shall be transferred out of the
Custodian's name and into the name of the Participant and a
certificate evidencing such Shares shall be issued in the name of
and delivered to the Participant, and all dividends and remaining
cash if any credited to his/her account shall be paid to the
Participant.
G. Employer Contribution: Each Participant's employer will, as
frequently as is necessary, contribute an amount equal to the difference
between the Employee's Share Price as determined at Article V(A) and the
cost per share to the Custodian if the Shares are not acquired from the
Company. If the Shares are acquired from the Company, the Company shall
sell such Shares to the Custodian at a price equal to the Employee's
Share Price determined pursuant to Article V(A).
V. Terms and Conditions of Options and Issuance of Shares
No Option shall be granted, and no purported grant of any Option
shall be effective, until an enrollment application shall have been duly
executed on behalf of the Company and by the Participant. Such
enrollment application and the agreement constituted thereby shall be
subject to at least the following terms and conditions:
A. Employee's Share Price: The "Employee's Share Price" as of a
Share Purchase Date as determined at Article IV(C)(1) shall be
eighty-five percent (85%) of the lower of the:
1. Fair Market Value of the Shares at the date of grant of
the Option (i.e., the applicable January 1 or July 1 Enrollment
Date); or
2. Fair Market Value of the Shares at the Share Purchase
Date.
B. Participant's Survivors: A Participant may determine that a
designated person shall become the Participant's Survivor either by
selecting a joint account (with a right of survivorship running to such
designated joint owner), or by so designating in his/her will or
otherwise as controlled under the applicable law with respect to
testamentary dispositions. In the absence of a valid disposition the
applicable laws of descent and distribution shall control. The Custodian
may require such proof and indemnification (documentary or otherwise) as
it deems necessary and appropriate before releasing any Shares and/or
funds in a Participant's account to a person other than the Participant.
C. Assignability and Transferability of Options: By its terms, an
Option granted to a Participant shall not be transferable by the
Participant otherwise than by will or by the laws of descent and
distribution and shall be exercisable, during the Participant's
lifetime, only by such Participant. Such Option shall not be assigned,
pledged or hypothecated in any way (whether by operation of law or
otherwise). Any attempted transfer, assignment, pledge, hypothecation
or other disposition of any Option or of any rights granted hereunder
contrary to the provisions of this Paragraph C, shall be null and void.
D. All Participants to Have Equal Rights and Privileges: All
Participants shall have equal rights and privileges under the Plan. The
fact that the maximum number of Shares which may be acquired by
Participants bears a uniform relationship to compensation or is limited
by a maximum purchase restriction shall not be deemed to be violative of
the foregoing sentence.
<PAGE>
VI. Adjustments upon Changes in Capitalization
In the event that the outstanding shares of the company's Common
Stock are changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another corporation by
reason of any reorganization, merger, consolidation, recapitalization,
reclassification, change in par value, stock split-up, combination of
shares or dividend payable in capital stock, or the like, appropriate
adjustment shall be made in the number and kind of Shares for the
purchase of which Options may be granted under the Plan and, in
addition, appropriate adjustment to prevent dilution or enlargement of
the rights granted to or available for Participants shall be made in the
number and kind of Shares and in the Employee Share Price of outstanding
Options so that each Option holder shall be in a position equivalent to
the position the Option holder would have been in had the Option holder
exercised the Options immediately prior to the applicable event.
VII. Effects of Dissolution or Liquidation of the Company
Upon the dissolution or liquidation of the Company other than in
connection with a transaction to which the preceding Article VI is
applicable, all Options granted hereunder shall terminate and become
null and void; provided, however, that if the rights of a Participant or
a Participant's Survivors hereunder have not otherwise terminated and
expired, the Participant or the Participant's Survivors shall be deemed
to have exercised such Options to the extent of any monies contributed
by the Participant or his/her employer as of the date immediately prior
to such dissolution or liquidation.
VIII. Termination of the Plan
No Options shall be granted after December 31, 2004. The Plan may
be terminated at an earlier date by vote of the Board. The termination
of the Plan shall not affect any Options granted or Shares acquired
prior to the effective date of such termination.
IX. Amendment of the Plan
The Plan may be amended by the Board or the Committee, including
amendment of the Plan from time to time to designate corporations whose
employees may be offered Options under the Plan from among a group
consisting of the Company and any corporation which is or becomes its
parent or subsidiary. No amendment shall affect any Options theretofore
granted or any Shares theretofore acquired by a Participant, unless such
amendment shall expressly so provide and unless any Participant to whom
an Option has been granted who would be adversely affected by such
amendment consents in writing thereto.
X. Employment Relationship
Nothing herein contained shall be deemed to prevent the Company or
an Affiliate from terminating the employment of a Participant, nor to
prevent a Participant from terminating the Participant's employment with
the Company or an Affiliate.
XI. Optionees Not Shareholders
Neither the granting of an Option nor the making of any
contribution by a Participant shall constitute an Employee the owner of
Shares covered by an Option until such Shares have been purchased on
his/her behalf pursuant to Article IV.
XII. Withholding Taxes
Any taxes subject to withholding payable with respect to the
amounts to be paid to the Custodian pursuant to the provisions hereof
will be deducted by the Participant's employer from the balance of the
Participant's salary, and will not reduce the amounts so to be paid to
the Custodian.
XIII. Use of Funds
The proceeds received by the Company from the sale of Shares
pursuant to Options granted under the Plan will be used for general
corporate purposes.
XIV. Statement of Account
Following each purchase of Shares on behalf of a Participant, such
Participant will receive from the Custodian a statement of his/her
account showing (i) the respective total amounts of payments (by the
Participant and, if applicable, his/her employer) made to the Custodian
on behalf of such Participant under Article IV(C)(1) hereof, (ii) the
Participant's share of any cash dividends and other cash distributions
and of the amount and proceeds of sale of any other distributions or
rights received by the Custodian, (iii) the total cost of all Shares
purchased by the Custodian for the account of such Participant, (iv)
such Participant's share of any stock dividends on the Shares, and (v)
the number of Shares delivered, or to be delivered, to such Participant
with respect to the period since the last statement.
XV. Brokerage Commissions and Other Costs
Brokerage commissions, if any, payable in connection with the
purchase of Shares hereunder (and shares acquired through dividend
reinvestment, if any) and transfer taxes payable in connection with the
delivery to Participants of Shares acquired hereunder (and shares
acquired through dividend reinvestment, if any) together with the other
costs and expenses incurred in administering the Plan, including the
fees and expenses of the Custodian, will be borne by the Company and
Affiliates.
XVI. Effective Date
This Plan became effective on October 1, 1994.
Exhibit 15
September 25, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We are aware that Biogen, Inc. has included, by reference, our reports dated
April 27, 1995 and July 27, 1995 (issued pursuant to the provisions of
Statement on Auditing Standards No. 71) in its Registration Statement on
Form S-8 to be filed on or about September 26, 1995 We are also aware of
our responsibilities under the Securities Act of 1933.
Yours very truly,
/s/ Price Waterhouse LLP
Exhibit 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of
Biogen, Inc. of our report dated February 7, 1995 appearing on page 32 of
the Annual Report to Shareholders which is incorporated by reference in
Biogen, Inc.'s Annual Report on Form 10-K for the year-ended December 31,
1994.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, MA
September 25, 1995
